Atlas Holdings LLC entered into a definitive agreement to acquire R. R. Donnelley & Sons Company (NYSE:RRD) (RRD) for approximately $750 million on November 3, 2021. Pursuant to the terms of transaction, each issued and outstanding share of RRD will be converted into the right to receive $8.52 per share in cash. All other securities of TTD, including RSU and options will also receive consideration. Transaction will have consideration in an all-cash and represents a total enterprise value of approximately $2.1 billion, including net debt. The purchase price represents a premium of approximately 29.1% over RRD's closing price on November 2, 2021, approximately 72.8% over RRD's closing share price on October 11, 2021, the last trading day prior to the announcement of a non-binding offer by Chatham Asset Management, LLC, and a premium of approximately 64.1% over RRD's 60-day volume weighted average price for the period ended October 11, 2021. As on December 9, 2021, RRD accepted a proposal from affiliates of Atlas to increase the price per share of pending acquisition to $10.35 per share in cash, and has entered into an amendment. Under amended agreement, RRD stockholders will receive $10.35 in cash for each share of common stock of RRD that they own, representing a premium of 21.5% over $8.52, price per share of RRD common stock under Original Agreement. Revised all-cash transaction is valued at a total enterprise value of approximately $2.2 billion and total equity value of approximately $856 million. Upon completion, RRD's shares will no longer trade on The New York Stock Exchange and RRD will become a private company. The transaction would be funded by equity financing in amount of $900 million from Investment funds managed by Atlas, a senior secured asset-based revolving credit facility in an aggregate principal amount of $550 million and a senior secured bridge loan facility in a principal amount of up to $1,200 million, that has been committed by JPMorgan Chase Bank, N.A. and Macquarie Capital.

Transaction includes go-shop provision for RRD till November 28, 2021. In the event of termination, RRD would pay a maximum termination fee of $20 million, and Atlas would also be liable to pay $20 million as termination fee. Transaction is subject to customary closing conditions, including (i) adoption Merger Agreement by holders of a majority of outstanding shares of RRD Common (ii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (iii) absence of any law or order issued by a governmental authority prohibiting merger, among others. Completion of transaction is not subject to a financing condition. Transaction also requires approval from RRD stockholders and regulatory approvals. RRD's and Atlas' Board of Directors have unanimously approved the transaction and recommends the shareholders to approve the same. As of November 29, 2021, the “Go-Shop” Period has been expired. As on December 9, 2021, Board determined that entry into the Amendment was in the best interests of RRD and its stockholders and unanimously approved Amendment and recommends that RRD's stockholders vote in favor of adopting the amended agreement. Transaction is expected to close in the first half of 2022. Computershare Trust Company, N.A. acted as rights agent, transfer agent and registrar for RRD. Macquarie Capital (USA) Inc. acted as financial advisor and Steven A. Seidman, Mark A. Cognetti, and Laura H. Acker of Willkie Farr & Gallagher LLP acted as legal advisors for Atlas. Centerview Partners LLC acted as financial advisor and a fairness opinion provider while Shilpi Gupta, David Clark, Charles Mulaney Jr. Joseph Yaffe, Eric Sensenbrenner, Edward Micheletti, Matthew Kipp, David Schwartz, David Wales, Michael Zeidel, Nancy Olson, and Seth Jacobson of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for RRD. William Regner and Jeffrey Rosen of Debevoise & Plimpton LLP acted as legal advisor to Centerview Partners LLC in the transaction. Innisfree acted as an information agent to RRD. Innisfree will receive an estimated fee not to exceed $175,000 from RRD. RRD has agreed to pay Centerview an aggregate fee of approximately $25,300,000, $3,500,000 of which was payable upon the rendering of Centerview's opinion, and the remainder of which is payable contingent upon consummation of transaction. BDO USA, LLP acted as an accounting firm to R. R. Donnelley & Sons Company.